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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
i3 MOBILE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0335259
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
181 Harbor Drive, Stamford, CT 06902
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), check the following box. [_]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Each Class
to be so Registered is to be Registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
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(Title of class)
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ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A complete description of the Common Stock, par value $0.01
per share, of i3 Mobile, Inc. (the "Company") which is to be registered
hereunder is contained in the Company's Registration Statement on Form S-1
(Registration No. 333-94191), filed with the Commission on January 7, 2000, as
amended from time to time (the "Registration Statement"), under the caption
"Description of Capital Stock." Such description is incorporated herein by
reference.
ITEM 2: EXHIBITS
The following Exhibits are filed herewith (or incorporated by
reference as indicated below):
Exhibit Number Description
1.2 Specimen Common Stock Certificate, incorporated herein by
reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-94191).***
2.1 Restated Certificate of Incorporation filed with the State
of Delaware on February 16, 1999, incorporated herein by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-94191).*
2.2 Certificate of Amendment to Restated Certificate of
Incorporation filed with the Secretary of State of the State
of Delaware on December 22, 1999, incorporated herein by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-94191).**
2.3 Certificate of Designations Powers, Preference and Rights of
Series F Convertible Preferred Stock filed with the
Secretary of State of Delaware on December 22, 1999,
incorporated herein by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1 (Reg. No.
333-94191).**
2.4 Certificate of Amendment to Restated Certificate of
Incorporation filed with the Secretary of State of the State
of Delaware on December 22, 1999, incorporated herein by
reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-94191).**
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Exhibit Number Description
2.5 Amendment to Certificate of Designations, Powers,
Preferences and Rights of Series F Convertible Preferred
Stock filed with Secretary of State of the State of Delaware
on December 30, 1999, incorporated herein by reference to
Exhibit 3.5 to the Registrant's Registration Statement on
Form S-1 (Reg. No. 333-94191).**
2.6 Certificate of Amendment to Restated Certificate of
Incorporation filed with the Secretary of State of the State
of Delaware on January 4, 2000, incorporated herein by
reference to Exhibit 3.6 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-94191).**
2.7 Third Amended and Restated Registration Rights Agreement
dated December 22, 1999, incorporated herein by reference to
Exhibit 4.4 to the Registrant's Registration Statement on
Form S-1 (Reg. No. 333-94191).**
2.8 Amended and Restated Bylaws of i3 Mobile as amended as of
February 9, 2000, incorporated herein by reference to
Exhibit 3.7 to the Registrant's Registration Statement on
Form S-1 (Reg. No. 333-94191).*
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* Filed as part of the Registration Statement dated January 7, 2000.
** Filed as part of Amendment No. 1 to the Registration Statement dated
February 18, 2000.
*** Filed as part of Amendment No. 2 to the Registration Statement dated March
13, 2000.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
i3 MOBILE, INC.
Date: March 30, 2000
By:/s/ Stephen G. Maloney
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Stephen G. Maloney
President and Chief Executive Officer